Results of Operations and Financial Condition, Financial Statements and Exhib

Item 2.02. Results of Operations and Financial Condition.

In a press release dated November 28, 2012, a copy of which is attached hereto
as Exhibit 99.1, and the text of which is incorporated by reference herein, Post
Holdings, Inc. ("Post" or the "Company") announced results for its fourth
quarter and fiscal year ended September 30, 2012 and provided guidance for
fiscal 2013.

The information contained in Item 2.02 and the Exhibit attached hereto shall not
be deemed to be "filed" for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, or otherwise subject to the liabilities of that
Section, nor shall it be deemed incorporated by reference into any filing under
the Securities Act of 1933, except as expressly set forth by specific reference
in such filing.

In the Company's press release, the Company makes reference to certain non-GAAP
financial measures including Adjusted EBITDA, Adjusted net earnings and Adjusted
diluted earnings per share. Management has determined that the Adjusted EBITDA,
Adjusted net earnings and Adjusted diluted earnings per share metrics presented
herein are key metrics that will help investors understand the ultimate income
and near-term cash flows generated by Post's business. Adjusted EBITDA is a
non-GAAP measure which represents net earnings excluding income taxes, net
interest expense, net other nonoperating income/expense, depreciation and
amortization, noncash stock based compensation, nonrecurring cash compensation
for retention/severance, accounts receivable servicing fees, costs to effect
Post's separation from Ralcorp Holdings, Inc. and to establish stand-alone
systems and processes, mark to market adjustments on economic hedges and
intangible asset impairments, if any, and including an estimate of incremental
costs Post would have incurred had it been a stand-alone public company during
the periods presented. The Company believes that Adjusted EBITDA is useful to an
investor in evaluating the Company's operating performance and liquidity because
(i) it is widely used to measure a company's operating performance without
regard to items such as depreciation and amortization, which can vary depending
upon accounting methods and the book value of assets, (ii) it presents a
meaningful measure of corporate performance exclusive of the Company's capital
structure and the method by which the assets were acquired, and (iii) it is a
widely accepted financial indicator of a company's ability to service its debt,
as the Company is required to comply with certain covenants and limitations that
are based on variations of EBITDA in the Company's financing documents. Adjusted
net earnings is a non-GAAP measure which represents net earnings excluding costs
to effect Post's separation from Ralcorp and to establish stand-alone systems
and processes, nonrecurring cash compensation for retention/severance, items not
transferred to Post after the separation from Ralcorp such as equity income and
currency gains on intercompany debt, and includes an estimate of incremental
selling, general and administrative costs and interest expense Post would have
incurred had it been a stand-alone public company for the entire period
reported. The Company believes Adjusted net earnings and Adjusted diluted
earnings per share are useful to investors in evaluating the Company's operating
performance because they provide investors with insight into the Company's
performance on a basis consistent with being a stand-alone public company rather
than an operating segment of Ralcorp.

The calculations of Adjusted EBITDA, Adjusted net earnings and Adjusted diluted
earnings per share are not specified by United States generally accepted
accounting principles. The Company's calculations of Adjusted EBITDA, Adjusted
net earnings and Adjusted diluted earnings per share may not be comparable to
similarly-titled measures of other companies. For additional information, see
the non-GAAP reconciliation tables furnished with this Form 8-K in Exhibit 99.1.
Any non-GAAP measures should not be considered as a substitute for, and should
only be read in conjunction with, measures of financial performance prepared in
accordance with GAAP.